Revisiting Omnicare: What Does Its Status 10 Years Later Tell Us?
38 The Journal of Corporation Law 865 (2013)
26 Pages Posted: 6 Sep 2015
Date Written: July 1, 2013
At the time it was decided, Omnicare was among the most controversial decisions to come out of the Delaware Supreme Court. Many disagreed with the court’s holdings, and there has been much scholarship evaluating the court’s opinion and predicting its impact on corporate law and the mergers and acquisitions landscape. Ten years later, Omnicare is still considered to be one of the most important and controversial corporate law decisions. In revisiting and re-evaluating Omnicare, this Article reviews some of the transactional and decisional developments from the past decade to determine whether the criticisms were overstated or confirmed, and whether there are any lasting lessons from Omnicare. Examining post-Omnicare merger transactions and case law, this Article concludes that the answer is “yes” on all counts. Most of the predictions regarding the detrimental impact the decision would have on the merger and acquisition market never came to pass, while criticism of the opinion’s doctrinal foundation and efficacy seem to be confirmed. At the same time, the past decade has provided some new insight into Omnicare’s lasting effect on corporate law.
Keywords: Omnicare, M&A, merger, acquisition, deal protection devices, deal protection, delaware, corporation, board of directors
JEL Classification: M14, G30, G34, K22
Suggested Citation: Suggested Citation